Attachment submission

submission

SUBMISSION FOR THE RECORD submitted by Loral Orion

submission

2006-06-05

This document pretains to SAT-MOD-20050322-00069 for Modification on a Satellite Space Stations filing.

IBFS_SATMOD2005032200069_524604

I- w A Member of The LOl3AL Global Alliance George F. Wazeter 500 Hills Drive Director, Regulatory Affairs P O Box 7018 Bedminster NJ 07921 S2670 SAT-MOD-2005032200069 18200500061! Tel 908470-7350 Loral Skynet Corporation Fax 908-470-2453 Telstar 11 E mail gfw@loralskvnet corn S2415 SAT-MOD-2005032540077 182005000661 SES Americom, Inc. May 30,2006 AMC-12 Ms. Andrea Kelly RECEIVED & INSPECTED Chief, Policy Branch, Satellite Division, International Bureau Federal Communications Commission JUN - 5 2006 345 12'h St. sw Washington, DC 20554 FCC-MAILROOM Dear Ms. Kelly: In response to the Commission's questions relating to the Loral Orion, Inc. (Loral) submission of the satellite construction contract for Telstar 1lN, a replacement Ku-band satellite for Loral's Telstar 11 satellite to be located at 37.55' W.L., Loral provides the following information: 1. The satellite construction contract states that the satellite will be optimized to operate at 37.55' yet the satellite authorization assigns the satellite to the 37.5'. On May 5,2005 the Commission issued Grant Stamp approval of Loral Orion, Inc.'s application (File No SAT-MOD 20050322-00069, Call Sign S2670) to relocate Telstar 11 to 37.55"W.L. pursuant to a coordination agreement between Loral and SES Americom. The replacement satellite authorization (File No. SAT-MOD 2001 1 130- 001 18, Call Sign S2357) at the 37.5' orbital position was granted on September 28, 2004. Loral will be submitting a satellite modification application, to reflect the to-be-built design of the satellite, prior to the CDR milestone date, September 28, 2006. This modification will also seek reassignment to the 37.55' orbital position. This is described in footnote 1 of the cover letter that was submitted with the contract on September 28,2005. The letter references the May 6,2005 date of the Policy Branch Public Notice of Actions taken. A copy of the cover letter is enclosed as Attachment I for the Commission's convenience. Loral understands that Commission approval of the Contract milestone does not constitute approval of the change in orbital location.

2. The contract signature page is incorrectly numbered. Identify who signed the contract and their affiliation. During the contracting process, electronic drafts of the contract were exchanged between Loral Orion, Inc. and Space SystemdLoral. When the contract was finalized, but before preparing the contract for submission to the Commission (k, converting to pdf format, preparing redacted version), the signature page was printed and executed. When the final draft was prepared for submission to the Commission, the pagination changed slightly. The incorrect pagination was referenced in footnote 13 of the cover letter that was sent to the Commission with the contract. Loral hereby reaffirms that, despite the incorrect pagination, the contract as submitted to the Commission is complete and was fully approved by both parties to the contract. The contract was executed by: For SS/L: For Loral Orion, Inc.: Ronald Haley Jeffrey C. Stine CFO Assistant Secretary 3. Explain which Loral company, post emergence from Chapter 1 1 bankruptcy, is now responsible to fulfill the satellite purchase agreement. On November 16, 2005, Loral Orion, Inc. filed with the State of Delaware to change its name from Loral Orion Inc. to Loral Skynet Corporation. In such circumstances, a contract modification to reflect a name change is unnecessary as a matter of corporate law. The same company that executed the contract, with a different name, is responsible to complete the purchase transaction. Copies of the documents are enclosed as Attachment 2. Please contact me if you require additional information. Sincerely, &Fhb&& eorge . azeter Director, Regulatory Affairs

Attachment 1

- , - - Confidential - Subject to Request for Confidential Treatment Not for Public Inspection DO NOT COPY WILLKIEFARR& GAL LAG HER^^ wF REQUEST FOR CONFIDENTIAL TREATMENT September 28,2005 VIA HAND DELIVERY R ECE1 VEQ Ms. Marlene H. Dortch Secretary Federal Communications Commission Federal Communications Commtmion 445 12* Street, SW TW-A325 Office of Secrelvy Washington, DC 20554 Re: Loral Orion, Inc. (Debtor in Possession) First Milestone Manufacturing Contract Submission Call Sign: S2357 (Telstar 11N) Dear Ms. Dortch: Pursuant to the Commission’s rules, Loral Orion, Inc. (Debtor in Possession) (“Loral Orion”) hereby submits a binding, non-contingent satellite manufacturing contract and accompanying exhibits executed between Loral Orion and Space Systems/Loral, Inc. (Debtor in Possession) (“SS/Lyy) for Telstar 1lN, to be located at 37.55’ W.L.’ Lord Orion submits two versions of the satellite manufacturing contract: a redacted version for public inspection and an unredacted version that is confidential, subject to this request for confidential treatment. Consistent with Commission policy, Loral Orion requests confidential treatment of the unredacted copy of the satellite manufacturing contract. The unredacted satellite manufacturing contract contains highly sensitive commercial and financial information, including details regarding amounts due, payment terms and schedules, financial and performance incentives, technical specifications, and unique commercial terms and conditions. The disclosure of this information likely would cause Telstar 11N was previously referred to as Telstar 11R. While the T11 satellite was originally launched into 37.5” W.L., pursuant to a March 2005 coordination agreement with SES Americom, Inc., the satellite is operated at 37.55” W.L. A modification to the license to reflect this relocation was granted on May 6,2005. Policy Branch Information Actions Taken, International Bureau, 20 FCC Rcd 8839 (2005). A modification to the Telstar 11N authorization will be sought to permit continued operation at this revised orbital location. NEWYORK WASHINGTON PARIS L O N D O N M I L A N ROME FRANKFURI BRUSSELS . ------ .--- -- -- - - -_.-I* -~~ 1 _ - - __“-_._-^---.-_I__ - *- _-I_L-^ .*-_--

- - - Confidential Subject to Request for Confidential Treatment Not for Public Inspection DO NOT COPY Request for Confidential Treatment Page 2 substantial financial and competitive harm to Lord Orion and SS/L, and is therefore exempted fiom mandatory disclosure under Exemption 4 of the Freedom of Information Act (“FOIA”)2 and section 0.457(d) of the Commission’s rules.3 The unredacted satellite manufacturing contract should be withheld fiom public inspection and should not be placed in the public file. In support of its request for confidential treatment and pursuant to the requirements of section 0.459(b) of the Commission’s rules: Loral Orion states the following: 1. Lord Orion seeks confidential treatment of the unredacted copy of its satellite manufacturing contract, including related exhibits, with S S L . The unredacted contract and its exhibits contain trade secrets, unique and negotiated commercial terms and conditions, technical specifications, payment terms and schedules, and financial and performance incentives. This information has been redacted fiom the version of the contract that is available for public inspection. In addition to portions of the contract, exhibits A through E have been omitted from the public inspection copy. 2. The satellite contract is submitted pursuant to section 25.164(c) of the Commission’s rules, which requires a satellite licensee to submit a copy of its manufacturing contract with the Commission on or before the deadline for entering into such a ~ o n t r a c t . ~ 3. The satellite manufacturing contract contains trade secrets, unique and negotiated commercial terms and conditions, technical specifications, payment terms and schedules, financial and performance incentives, and other commercial, financial and technical information that is customarily guarded from competitors.6 This information is exempt from disclosure under FOIA Exemption 47 and section 0.457(d) of the Commission’s rules.8 The satellite manufacturing contract details unique financial and commercial terms and conditions that have been negotiated extensively by the parties. It also details the negotiated satellite construction schedule, including exhibits A through E, which provide technical specifications for construction, testing, and deployment of a sophisticated, unique GSO FSS satellite. Thus, this information in the satellite manufacturing contract qualifies as a trade secret, which is defined as ‘‘a secret, commercially valuable plan, formula, process, or device that is used for the making, preparing, compounding, or processing of trade commodities and that can be said to be 5 USC 9 552(b)(4). See Public Citizen Health Research Group v. FDA, 704 F.2d 1280, 1290-91 @.C. Cir. 1983). 47 CFR $ 0.457(d). 47 CFR 4 0.459(b). 47 C.F.R. tj 25.164(c). In addition, the Commission required submission of the satellite manufacturing contract when it granted a November 29,2001 modification request on September 28, 2004. Policy Branch Information Actions Taken, International Bureau, 20 FCC Rcd 960 (2004). 47 CFR 0 0.457(d)(2). 5 USC 0 552(b)(4). ’47 CFR 5 0.457(d).

- - Confidential - Subject to Request for Confidential Treatment Not for Public Inspection DO NOT COPY Request for Confidential Treatment Page 3 the end product of either innovation or substantial effort.”’ Neither Loral Orion nor S S / L customarily discloses any of the information redacted or omitted from the satellite manufacturing contract to competitors or to the public. Therefore, all of the aforementioned information is exempt from disclosure. 4. Loral Orion faces competition from a substantial number of companies involved in or developing Ku-band satellite systems, along with other companies currently providing comparable services using other satellite frequencies. These competitors include, but are not limited to, PanAmSat Corp., Intelsat, SES Americom, Inc., and New Skies Satellites. 5. Disclosure of the aforementioned trade secrets, unique and negotiated commercial terms and conditions, technical specifications, payment terms and schedules, financial and performance incentives, and other commercial, financial and technical information that would customarily be guarded fkom competitors likely would result in substantial competitive harm to both Loral Orion and SWL. Release of this information would provide Loral Orion’s competitors with commercial information developed by Lord Orion and S S L . The contract and its exhibits contain detailed descriptions of the satellite’s performance requirements and provide a roadmap of Loral Orion and SS/L’s satellite construction. Release of that information would provide competitors with valuable proprietary information at no expense, allowing competitors to imitate or build on Loral Orion and S S L ’ s innovations without expending funds for their own research and development. Competitors could use the information disclosed to develop a competitive marketing strategy likely to cause harm to Loral Orion and S S L . Furthermore, disclosure of financial information contained in the contract would provide competitors with valuable insight as to how Loral Orion and SS/L structure and price satellite programs. Disclosure likely would cause SS/L to be disadvantaged in competing for hture contract procurements by allowing competitors and potential customers to better estimate and undercut SS/L’s bids. Indeed, release of redacted and omitted portions of the satellite manufacturing contract would provide competitors with a “model contract” to use when soliciting SS/L’s clients. It could also be used to provide other satellite manufacturers with key contractual provisions that they can use in tailoring competitive strategies, adversely affecting Loral Orion and SS/L’s fiture negotiating postures. 6. Article 28 of the satellite manufacturing contract contains specific provisions requiring both parties to maintain the confidentiality of proprietary information included in the contract and disclosed orally during discussions connected with the contract. 7. Neither Loral Orion nor SS/L customarily discloses the information redacted or omitted from the satellite manufacturing contract to competitors or to the public. 8. Loral Orion requests that the unredacted copy of the satellite manufacturing contract and exhibits be considered confidential indefinitely or for ten years as consistent with Article 28 of the satellite manufacturing contract. Premature disclosure of the redacted and omitted See Public Citizen Health Research Group v. FDA, 704 F.2d 1280, 1288 (D.C. Cir. 1983) (citation omitted). 1113858.1

- Confidential - Subject to Request for Confidential Treatment Not for Public Inspection - DO NOT COPY Request for Confidential Treatment Page 4 information would unfairly advantage other satellite operators and damage Loral Orion’s competitive position. 9. Using the National Parks test, commercial, technical, or financial data is kept confidential if its disclosure would either (1) impair the government’s ability to obtain necessary information in the future, or (2) cause substantial harm to the competitive position of the person fiom whom the information was obtained.” The Commission has previously determined that the financial and technical data contained in a satellite manufacturing contract are considered confidential under the second prong of the National Parks test.” Disclosure of this information would cause the satellite operator to “lose its competitive edge.”I2 Loral Orion’s satellite manufacturing contract contains just such proprietary and confidential financial and technical information. Disclosure would cause substantial competitive injury. To provide appropriate protection fiom public disclosure, the Commission should strictly limit distribution of the unredacted copy of Loral Orion’s satellite contract within the agency. Should any person outside the Commission request disclosure of the unredacted copy, Loral Orion requests to be notified immediately in order to oppose such request or take other actions as deemed ne~essary.’~ Please contact the undersigned with any questions regarding this submission. Kind regards, +e Philip L. Verveer Jennifer D. McCarthy Karen Henein* Counsel to Loral Orion, Inc. (Debtor in Possession) Enclosures cc: Andrea Kelly w/ enclosures (confidential version) * Admitted only to the Maryland Bar. Practicing under the supervision of members of the D.C. Bar. lo National Parks and Conservation Association v. Morton, 498 F.2d 765,770 (D.C. Cir. 1974). See American Satellite Company; Requestfor Inspection of Rainbow Satellite, Inc. Documents, Memorandum Opinion and Order, 1985 FCC LEXIS 3 1 17 at 7 17 (1 985). l 2 Id. l 3 Please note that although the final page is not numbered in sequence, the contract as submitted is complete as agreed to and executed by both parties. 11 13858.1

- - Confidential Subject to Request for Confidential Treatment Not for Public inspection Do Not Copy RECEIVED CONTRACT BETWEEN LORAL ORION, INC. AND Space SystemslLoral, Inc. FOR THE “TELSTAR II N ” Satellite Program The attached Contract and the information contained therein are confidential and proprietary to Loral Orion, Inc. and Space SystemslLoral, Inc. and shall not be published or disclosed to any third party except as permitted by the terms and conditions of this Contract. [Use or disclosure of the data contained on this page is subject to the restrictions set forth in this Contract.] Final

Attachment 2

S t a t r a€ srurtuy of - Stab Diviaim of & a p z u t i a v M i d 0 6 5 2 Ry l l / 1 S/2OO5 PPgD 06:50 Pn 11/16/2005 - SRV 050936726 2150050 FZCE CERTIFICATE OF AMEND= OF CERTIFICATEOF MCORPORATION OF LORAL ORION, INC. Loral Orion. Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the ‘Yhporation”)does hereby Certify that: The Mncndment to the Cextificateof incorporation of the Corporation set forth below haa bctn duly adopted in accordance with the provisions of k t i o n 242 of the General Corporation Law of tho State of Delaware: 1. The Certificate of Incorpo~donof the Corporation is h m b y amended by striking Paragraph 1in its entirety and inserting in lieu thereof the following: “1. The name of the corporation [tht “Corporation”) is: Loral Skynet Corporation. The date of filing of its original certificate of Incorporation with the Seactary of State was January 22,. 1988, and the name under which the corporatian was originally incorporated is Orion Satellite Corporation.” m E R OF PAGE “ T I O N A L L Y L E T BLANX] 3004790.2

IN WITNESE WHEREOF, the Corporation bas causedthis Certificate of Amendmentto be signedby its duly anthorized offices on this 19gay ofNpetter 2005 in accordsance with Section 103 ofthe General Corporation Law ofthe State of Delaware. LORAL ORION, INC, By: Alr. % Ned AviKates Title: Vice Prosident

I, HARRIET SMITH WINDSOR, SECRETARY OF STATE OF THE STATE OF DELAWRRE, DO HERUBY CERTIFY TKU ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF A.KENDME" OF " L O W ORION, I N C . ", ChTANGXNG I T S NAME: FROM "LORAL ORION, I N C . TO "LORAL SRYNET CORPORATION", FILED I N THIS OFFICE ON THE SIXTEENTH DAY OF NOVEMBER, A.D. 2005, A T 6r50 O'CLOCK P . M . 2150050 051 0 70431 8100 * &&-e& H a ~ ~ & # ! Id% v 837 DATE: 12-29-05


Document Created: 2006-08-28 11:43:24
Document Modified: 2006-08-28 11:43:24
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